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    RNS Number : 9609K
  Bioganix PLC
  31 December 2008
   

    BIOGANIX PLC - UPDATE RE POSSIBLE OFFER AND TRADING UPDATE

    The Company announced on 25th September 2008 that it had received an approach from a third party which, if discussions proved
successful, might lead to an offer being made for the entire issued share capital of the Company.  

    Since that time the Company has continued to experience difficult trading conditions and in particular lower revenues than had been
anticipated.  The Company is using all of its existing banking facilities and is still in discussion with its bankers regarding an extension
of its facilities to finance the business between the receipt of any formal offer for the Company and the date when any such offer would be
expected to complete.  The Company is reliant upon receiving certain advance payments for waste processing (including from the third party
interested in acquiring the Company) to finance its short term cash needs.

    The board has been pursuing discussions with a number of parties who have, at various times, been interested in acquiring the Company. 
Following on from talks throughout last week, discussions are now ongoing with one third party.  That party has expressed an interest which,
subject to a number of conditions including due diligence, might lead to either an offer being made for the entire issued share capital of
the Company or a disposal of all the business and assets of the Group.  Whilst discussions in relation to such an offer or disposal are
being progressed with vigour by the board, there can be no assurance that an offer or disposal will be concluded.  If this potential offeror
were to decide not to proceed, the Company would need to seek alternative short-term funding and review its other options.

    A further announcement will be made in due course.

    Contacts: 
    Nick Helme                        01568 619 115  
    Julian Morgan                     01568 619 101  
    Bioganix Plc  

    Andrew Raca                     07748 933 896 
    Blue Oar Securities Plc  

    Additional Information 

    The Directors of Bioganix accept responsibility for the information contained in this announcement. To the best of the knowledge and
belief of the Directors of Bioganix who have taken all reasonable care to ensure that this is the case, such information is in accordance
with the facts and does not omit anything likely to affect the import of such information. This announcement does not constitute an offer or
invitation to purchase or subscribe for any securities.  
    Dealing Disclosure Requirements 
    Under the provisions of Rule 8.3 of the City Code on Takeovers and Mergers (the "Code"), if any person is, or becomes, "interested"
(directly or indirectly) in 1 per cent. or more of any class of "relevant securities" of Bioganix, all "dealings" in any "relevant
securities" of that company (including by means of an option in respect of, or a derivative referenced to, any such "relevant securities")
must be publicly disclosed by no later than 3.30 pm (London time) on the London business day following the date of the relevant transaction.
This requirement will continue until the date on which the offer becomes, or is declared, unconditional as to acceptances, lapses or is
otherwise withdrawn or on which the "offer period" otherwise ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in "relevant securities" of Bioganix, they will be deemed to be a single
person for the purpose of Rule 8.3. 
    Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant securities" of Bioganix by Bioganix and by any of its
respective "associates", must be disclosed by no later than 12.00 noon (London time) on the London business day following the date of the
relevant transaction. A disclosure table, giving details of the companies in whose "relevant securities" "dealings" should be disclosed, and
the number of such securities in issue, can be found on the Takeover Panel's website at www.thetakeoverpanel.org.uk. 
    "Interests in securities" arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in
the price of securities. In particular, a person will be treated as having an "interest" by virtue of the ownership or control of
securities, or by virtue of any option in respect of, or long derivative referenced to, securities. Terms in quotation marks are defined in
the Code, which can also be found on the Panel's website. 
    If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, you should consult the Panel. 
    Rule 2.10 Requirement 
    In accordance with Rule 2.10 of the City Code on Takeovers and Mergers, Bioganix confirms that it currently has in issue 8,117,666
ordinary shares of 10p each.  
    The International Securities Identification Number for the ordinary shares is GB00B128L167. 


This information is provided by RNS
The company news service from the London Stock Exchange
 
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